Exhibit 5


                             Cahill Gordon & Reindel
                                 80 Pine Street
                            New York, New York 10005


                                  July 23, 2001

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

                           Re:      The Hain Celestial Group, Inc.
                                    Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as special counsel to The Hain Celestial Group, Inc. (the
"Company") in connection with the preparation of the Company's registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") in connection with the sale by the selling
stockholder listed therein (the "Selling Stockholder") of up to 61,500 shares of
common stock of the Company, par value $.01 per share (the "Shares").

     In rendering the opinion set forth herein, we have examined originals,
photocopies or conformed copies certified to our satisfaction of all such
corporate records, agreements, instruments and documents of the Company,
certificates of public officials and other certificates and opinions, and we
have made such other investigations, as we have deemed necessary in connection
with the opinions set forth herein. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
photocopies or conformed copies.

     Based on the foregoing, and subject to the effectiveness of the
Registration Statement under the Securities Act, we advise you that in our
opinion, the Shares are legally issued, fully paid and nonassessable.

     We are members of the bar of the State of New York, and in rendering this
opinion we express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the State of Delaware and the Federal laws of the
United States of America.

     We hereby consent to the use of our firm's name under the caption "Legal
Matters" and to the filing of a copy of this opinion with the Commission as an
exhibit to the Registration Statement referred to above.

                                       Very truly yours,

                                       /s/ Cahill Gordon & Reindel